SECTIONS 7130-7135 - California Statutes

CORPORATIONS CODE

SECTION 7130-7135

7130. The articles of incorporation of a corporation formed under
this part shall set forth the following:
(a) The name of the corporation.
(b) (1) Except as provided in paragraph (2), the following
statement:
"This corporation is a nonprofit mutual benefit corporation organized
under the Nonprofit Mutual Benefit Corporation Law. The purpose of
this corporation is to engage in any lawful act or activity, other
than credit union business, for which a corporation may be organized
under such law."
(2) In the case of a corporation formed under this part that is
subject to the California Credit Union Law, the articles shall set
forth a statement of purpose that is prescribed in the applicable
provisions of the California Credit Union Law.
(3) The articles may include a further definition of the
corporation's purposes.
(c) The name and address in this state of the corporation's
initial agent for service of process in accordance with subdivision
(b) of Section 8210.

7131. The articles of incorporation may set forth a further
statement limiting the purposes or powers of the corporation.

7132. (a) The articles of incorporation may set forth any or all of
the following provisions, which shall not be effective unless
expressly provided in the articles:
(1) A provision limiting the duration of the corporation's
existence to a specified date.
(2) A provision conferring upon the holders of any evidences of
indebtedness, issued or to be issued by a corporation the right to
vote in the election of directors and on any other matters on which
members may vote under this part even if the corporation does not
have members.
(3) A provision conferring upon members the right to determine the
consideration for which memberships shall be issued.
(4) In the case of a subordinate corporation instituted or created
under the authority of a head organization, a provision setting
forth either or both of the following:
(A) That the subordinate corporation shall dissolve whenever its
charter is surrendered to, taken away by, or revoked by the head
organization granting it.
(B) That in the event of its dissolution pursuant to an article
provision allowed by subparagraph (A) or in the event of its
dissolution for any reason, any assets of the corporation after
compliance with the applicable provisions of Chapters 15 (commencing
with Section 8510), 16 (commencing with Section 8610), and 17
(commencing with Section 8710) shall be distributed to the head
organization.
(b) Nothing contained in subdivision (a) shall affect the
enforceability, as between the parties thereto, of any lawful
agreement not otherwise contrary to public policy.
(c) The articles of incorporation may set forth any or all of the
following provisions:
(1) The names and addresses of the persons appointed to act as
initial directors.
(2) Provisions concerning the transfer of memberships, in
accordance with Section 7320.
(3) The classes of members, if any, and if there are two or more
classes, the rights, privileges, preferences, restrictions and
conditions attaching to each class.
(4) A provision which would allow any member to have more or less
than one vote in any election or other matter presented to the
members for a vote.
(5) A provision that requires an amendment to the articles, as
provided in subdivision (a) of Section 7812, or to the bylaws, and
any amendment or repeal of that amendment, to be approved in writing
by a specified person or persons other than the board or the members.
However, this approval requirement, unless the articles specify
otherwise, shall not apply if any of the following circumstances
exist:
(A) The specified person or persons have died or ceased to exist.
(B) If the right of the specified person or persons to approve is
in the capacity of an officer, trustee, or other status and the
office, trust, or status has ceased to exist.
(C) If the corporation has a specific proposal for amendment or
repeal, and the corporation has provided written notice of that
proposal, including a copy of the proposal, to the specified person
or persons at the most recent address for each of them, based on the
corporation's records, and the corporation has not received written
approval or nonapproval within the period specified in the notice,
which shall not be less than 10 nor more than 30 days commencing at
least 20 days after the notice has been provided.
(6) Any other provision, not in conflict with law, for the
management of the activities and for the conduct of the affairs of
the corporation, including any provision which is required or
permitted by this part to be stated in the bylaws.

7133. For all purposes other than an action in the nature of quo
warranto, a copy of the articles of a corporation duly certified by
the Secretary of State is conclusive evidence of the formation of the
corporation and prima facie evidence of its corporate existence.

7134. If initial directors have not been named in the articles, the
incorporator or incorporators, until the directors are elected, may
do whatever is necessary and proper to perfect the organization of
the corporation, including the adoption and amendment of bylaws of
the corporation and the election of directors and officers.

7135. Nothing in Section 7130 or 7131 or in any provision of the
articles of a mutual benefit corporation shall be construed to limit
the equitable power of a court to impress a charitable trust upon any
or all of the assets of a mutual benefit corporation or otherwise
treat it as a public benefit corporation.